ARTICLE I - Name
The name of this non-profit organization shall be the DR. ESTELLE L. KASSEBAUM MEMORIAL SCHOLARSHIP. For the purpose of brevity in this document it shall be referred to as the "Kassebaum Scholarship".
ARTICLE II – Purpose
In keeping with the wishes of Dr. Kassebaum we have organized ourselves and have established these bylaws to govern our nonprofit scholarship organization. Scholarships are to remain in house at Mater Dei Catholic High School (MDCHS) and will be awarded to students with exceptional academic performance, high moral character, and inspirational commitment to the MDCHS family.
ARTICLE III – Board of Directors
Government of the Kassebaum Scholarship. The affairs and activities of the Kassebaum Scholarship will be governed and controlled by and conducted under the authority of the Kassebaum Scholarship Board of Directors. The Kassebaum Scholarship Headquarters and its mailing address will be designated by the Kassebaum Scholarship Chairman and will generally be that of the Kassebaum Scholarship Secretary. All Directors will serve without pay.
Eligibility and composition of the Kassebaum Scholarship Board of Directors. Membership on the Kassebaum Scholarship Board of Directors is unlimited. To the extent possible, the Kassebaum Scholarship Board of Directors shall be representative of a broad cross-section of the community leaders who share a devotion to the furtherance of Catholic secondary education within San Diego County.
Number of Directors. The authorized number of Directors constituting the Kassebaum Scholarship Board of Directors is a maximum of eleven (11) until such time as the Executive Committee deems it necessary to invite additional members.
Term of Directors. The term of office for each Director is unlimited. Resignations shall be submitted in writing to the President with no less than thirty (30) days notice.
Election of Directors. Nominations for new directors should be submitted to the Chairman The Chairman shall submit the candidate to the Board of Directors. Voting may be conducted in any manner elected by the Kassebaum Scholarship Board of Directors.
Vacancies on the Kassebaum Scholarship Board of Directors. A person selected by the Executive Committee may immediately fill any vacancies on the Kassebaum Scholarship Board of Directors resulting from the resignation or death of a Director or from any other cause or reason. Confirmation of such filling of vacancy shall be voted upon by the entire Board of Directors no later than the next scheduled meeting. Voting may be conducted in any manner elected by the Kassebaum Scholarship Board of Directors.
Chairman Emeritus: The honorary chairman advises and assists the Board of Directors as necessary or as requested.
Meetings of the Kassebaum Scholarship Board of Directors. The Kassebaum Scholarship Board of Directors shall hold a minimum of one (1) meeting each fiscal year. Meetings will be held at a time and place established by the Chairman in consultation with the Executive Committee. The date of these meetings may be changed, and additional meetings of the Kassebaum Scholarship Board of Directors may be scheduled and held, at the discretion of the Chairman. Notice of all meetings will be provided to all Directors as far in advance of each meeting as reasonably possible. The Kassebaum Scholarship shall keep written Minutes of the Board of Directors’ meetings. The Kassebaum Scholarship’s Secretary shall maintain these Minutes. Copies of these minutes shall be delivered to each Director for review and correction within one month after the meeting. The Kassebaum Scholarship Board of Directors shall vote upon minutes of the meeting for approval before being considered official.
Attendance at Meetings of the Kassebaum Scholarship Board of Directors. All Directors shall endeavor to attend all meetings of the Kassebaum Scholarship Board of Directors. The attendance by any other individuals shall occur only with the consent of the majority of the members of the Kassebaum Scholarship Board of Directors in attendance at the meeting or by invitation of the Chairman.
Quorum and Voting. A majority of the authorized number of Directors, represented in person or by proxy at the meeting of the Kassebaum Scholarship Board of Directors shall constitute a quorum of the Kassebaum Scholarship Board of Directors for purposes of voting and the transaction of the business of the Kassebaum Scholarship. The affirmative vote of a majority of the Directors represented and voting at a duly held meeting at which a quorum is present shall be the act of the Kassebaum Scholarship. The Directors present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough Directors to leave less than a quorum. Any action taken (other than adjournment) must be approved by at least a majority of the Directors that are required to constitute a quorum.
Ex-Officio Kassebaum Scholarship Board of Directors Members. The Executive Committee may appoint any person as an ex-officio member of the Kassebaum Scholarship Board of Directors such as an Honorary Chairperson.
Recall of Directors. Any Director who fails to assume the responsibilities of the office, or perform the duties of the office may be removed from office by a two-thirds (2/3) majority vote of the Kassebaum Scholarship Board of Directors present at a duly called meeting of the Kassebaum Scholarship Board of Directors.
ARTICLE IV – Officers
Officers. The Officers of the Kassebaum Scholarship shall be the Chairman, Vice-Chairman, Treasurer and Secretary.
Eligibility for Office. To be eligible for any Office of the Kassebaum Scholarship, a person must be a member of the Kassebaum Scholarship Board of Directors at the time such person is elected as an Officer and at all times that such person serves as an Officer. No Officer may simultaneously hold more than one (1) Office.
Term of Office. The term of each Officer is unlimited.
Election of Officers. The Chairman, Vice-Chairman, Treasurer and Secretary shall be elected by a vote of the Board of Directors. Any director who satisfies the eligibility requirements and who desires to run for the office of Chairman, Vice-Chairman, Treasurer or Secretary must submit his/her name to the current Chairman of the Kassebaum Scholarship when a vacancy of such office occurs. Voting will take place at a meeting of the Kassebaum Scholarship. Voting may be conducted in any manner chosen by the Kassebaum Scholarship Board of Directors. The person receiving the most number of votes for each of such Offices shall be elected.
Chairman. Subject to the control and direction of the Kassebaum Scholarship Board of Directors, the Chairman will supervise, manage and preside over the affairs and activities of the Kassebaum Scholarship, and will be the principal representative of and spokesperson for the Kassebaum Scholarship. The Chairman will preside at all meetings of the Kassebaum Scholarship Board of Directors, appoints chairpersons of all standing and special committees, presents the agenda for all meetings, is responsible for presenting awards and serves as liaison to MDCHS. The Chairman will serve as Chairperson of the Executive Committee and as an ex-officio member of all other Committees of the Kassebaum Scholarship; excluding the Financial Audit Committee. The Chairman should regularly meet with or otherwise contact chairpersons of each committee. The Chairman will have such other powers and duties as may be prescribed by the Kassebaum Scholarship Board of Directors or these Bylaws.
Vice Chairman. The Vice Chairman will assist the Chairman by acting as a spokesperson for the Kassebaum Scholarship in addition to or as a substitute for the Chairman in his/her absence. The Vice Chairman serves as Chairperson for Publicity. The Vice Chairman will fill any vacancy in the office of Chairman. The Vice Chairman will serve as a member of the Executive Committee. The Vice Chairman will have such other powers and duties as directed by the Chairman, Board of Directors or these Bylaws.
Treasurer. The Treasurer will: Plan, manage, coordinate and oversee the financial operations and activities of the Kassebaum Scholarship; Manage, coordinate and oversee the creation, development and implementation of long-range financial plans and goals of and for the Kassebaum Scholarship, and; Assess and evaluate the financial resources and commitments in light of the purposes, plans and goals of the Kassebaum Scholarship; Be responsible for the financial transactions of the scholarship fund; keep accurate records of funds and provide reports on the status of the fund at committee meetings. The Treasurer assists the Chairman and assumes the duties of Vice Chairman in his/her absence. The Treasurer will serve as a member of the Executive Committee. The Treasurer will have such other powers and duties as may be prescribed by the Kassebaum Scholarship Board of Directors or by these Bylaws.
Secretary. The Secretary is the custodian of the permanent records of the Kassebaum Scholarship. The Secretary shall keep minutes of all meetings of the Kassebaum Scholarship Board of Directors. The Secretary shall submit records of any significant action taken that affects the Kassebaum Scholarship. The Secretary will serve as a member of the Executive Committee. The Secretary will have such other powers and duties as may be prescribed by the Kassebaum Scholarship Board of Directors or by these Bylaws.
Vacancy in Office. The Vice Chairman, whether resulting from the resignation or death of the Chairman or from any other cause or reason, will automatically fill any vacancy in the office of the Chairman. Any vacancy in the office of the Vice Chairman will be filled by the Treasurer. Any vacancy in the office of the Treasurer will be filled by the Secretary. These persons will serve on an interim basis until such time that an election can be held for the office. All interim Officer vacancies, whether resulting from the resignation or death of any such Officer, or from any other cause or reason, will be subject to the confirmation vote of the Kassebaum Scholarship Board of Directors at their next regularly scheduled meeting.
Recall of Officers. Any Officer who fails to assume the responsibilities of the office, or perform the duties of the office may be removed from office by a two-thirds (2/3) majority vote of the Kassebaum Scholarship Board of Directors present at a duly called meeting of the Kassebaum Scholarship Board of Directors.
ARTICLE V – Committees
Executive Committee. The Kassebaum Scholarship shall have an Executive Committee. The purposes of the Executive Committee are to: Plan, manage, coordinate and oversee the daily operations and activities of the Kassebaum Scholarship; Manage, coordinate and oversee the creation, development and implementation of long-range plans and goals of and for the Kassebaum Scholarship; Identify, recruit, develop, and procure suitable candidates for membership on the Kassebaum Scholarship Board of Directors; Recruit and develop suitable current members of the Kassebaum Scholarship Board of Directors for the offices of Chairman, Vice Chairman, Treasurer and Secretary; Coordinate and preside over the election of the Board of Directors and the Officers of the Kassebaum Scholarship; Select and appoint Chairpersons and other members of Kassebaum Scholarship Committees, and; Assess and evaluate the Kassebaum Scholarship's commitment to and achievement of the purposes, plans and goals of the Kassebaum Scholarship. The Chairman of the Kassebaum Scholarship will serve as a member and as the chairperson of the Executive Committee. The only other members of the Executive Committee shall be the Vice Chairman, the Treasurer and the Secretary of the Kassebaum Scholarship.
Scholarship Committee. The Kassebaum Scholarship shall have a Scholarship Committee. The purposes of the Scholarship Committee are to: act as a liaison between the Kassebaum Scholarship, Mater Dei Catholic High School and scholarship candidates; in conjunction with the Communications Committee, advertise the Kassebaum Scholarship opportunities, monitor the application procedure for candidates, brief the Board of Directors on candidates, submit articles/announcements to MDCHS regarding scholarship deadlines and qualifications, and; upon completion of the Kassebaum Scholarship award process, advise the scholarship recipients of such awards. The Chairperson of the Scholarship Committee shall be selected by the Executive Committee. The Executive Committee and/or the Scholarship Committee Chairperson will select the other members of the Historical Committee. The Chairman of the Kassebaum Scholarship will be an ex-officio member of the Scholarship Committee.
Publicity Committee: The Kassebaum Scholarship shall have a Publicity Committee. The purposes of the Publicity Committee are to: Assess, evaluate, improve, and expand the methods and vehicles of communication used by the Kassebaum Scholarship; Assist other Committees of the Kassebaum Scholarship in generating proper, adequate communications, notices and exposure for Kassebaum Scholarship related events, scholarship award recipients, other award recipients, donors and volunteers, and; Promote, foster, and encourage coverage and reporting of news and information of and pertaining to the Kassebaum Scholarship; Write and submit articles to the Southern Cross and MDCHS Newsletter announcing Kassebaum Scholarship recipients, and; Write thank you notes for all donations and gifts in kind. The Executive Committee will appoint the Chairperson of the Publicity Committee. The Executive Committee and/or the Publicity Committee Chairperson will select the other members of the Publicity Committee. The Chairman and Vice Chairman of the Kassebaum Scholarship will be ex-officio members of the Publicity Committee.
Historical Committee. The Kassebaum Scholarship shall have a Historian. The duties of the Historian are to: take such actions necessary to preserve the history of the Kassebaum Scholarship; conduct research as directed by the Executive Committee, and; maintain photos/historical documents pertaining to Dr. Kassebaum and Mater Dei High School. The Historian shall be selected by the Executive Committee. The Executive Committee and/or the Historian will select the other members of the Historical Committee. The Chairman of the Kassebaum Scholarship will be an ex-officio member of the Historical Committee.
Financial Audit Committee. The Kassebaum Scholarship shall have a Financial Audit Committee. The purpose of the Financial Audit Committee is to annually review the financial operations and activities of the Kassebaum Scholarship. Other than as specified at the end of this paragraph, anyone can serve on this Committee. The Chairperson of the Financial Audit Committee shall be selected by a two-thirds majority of the Kassebaum Scholarship Board of Directors. The other members of the Financial Audit Committee shall be such other persons as are selected by a majority vote of the Kassebaum Scholarship Board of Directors. No Officers of the Kassebaum Scholarship may serve on the Financial Audit Committee for a period of three years from the completion of their term as Officers.
Term and Appointment of Committee Chairpersons. The term of each person appointed as the Chairperson of any committee of the Kassebaum Scholarship is unlimited; subject to the pleasure of the Executive Committee. Each term will commence upon appointment by the Executive Committee, or at a date as determined by the Executive Committee.
Reports of Committee Meetings. The Chairperson of each Committee of the Kassebaum Scholarship shall provide or deliver a written or digitally transmitted report to the Kassebaum Scholarship Secretary regarding all meetings and activities of such committee to include a list of the current Committee membership at or prior to the next Kassebaum Scholarship Board of Directors Meeting. The Secretary will disseminate a copy of all Committee Reports to each member of the Board of Directors no later than the next regular scheduled meeting.
Other Committees. Additional committees of the Kassebaum Scholarship may be created, established or disbanded as determined by Board of Directors. The Kassebaum Scholarship Board of Directors will determine the purpose of such new committee at the time of creation.
ARTICLE VI - Meetings
The Chairman will call and schedule meetings of the Board of Directors with at least one week's notice.
Actions without Meetings of the Kassebaum Scholarship Board of Directors. The Kassebaum Scholarship Board of Directors may undertake actions and approve the actions of the Officers and/or the Kassebaum Scholarship in person, by telephone, by conference call, in writing, by electronic mail or by any other medium of communication deemed sufficiently reliable by the Kassebaum Scholarship Board of Directors. Any such approval shall be duly noted by the Chairman of the Kassebaum Scholarship who shall document the action or actions that were directed or approved and shall certify that all members of the Kassebaum Scholarship Board of Directors voted, abstained, refused to vote or failed to respond to an issue presented to the Kassebaum Scholarship Board of Directors. The documentation of the action(s) shall be submitted to the Secretary and included with the Minutes issued by the Secretary at or prior to the next Kassebaum Scholarship Board of Directors Meeting.
ARTICLE VII – Scholarships
The Committee will maintain a scholarship fund in a Diocesan bank account. Funds will be the responsibility of the Treasurer. The amount of the awarded scholarship will be determined by the Board of Directors. At least one scholarship will be awarded each year. Scholarship criteria will be established by the Board of Directors.
ARTICLE VIII – Miscellaneous
Approval and Amendments. These Bylaws shall be approved by a two-thirds (2/3) majority of the Kassebaum Scholarship Board of Directors. They may be amended or repealed, or new Bylaws may be adopted, by the vote of at least two-thirds of the members of the Kassebaum Scholarship Board of Directors. Such amendments shall be submitted in writing to the Board Chairman at least fifteen (15) days prior to such a vote. These Bylaws shall supersede and prevail over all previous Bylaws of the Kassebaum Scholarship.
Record of Amendments. Whenever an Amendment or new Bylaw is adopted, it shall be copied in the book of Bylaws with the original Bylaws, in the appropriate place, and a copy provided to all Board of Directors and Mater Dei Catholic High School. If any Amendment or Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book and a copy provided to all Board of Directors and Mater Dei Catholic High School.
Dissolution of the Kassebaum Scholarship. The Kassebaum Scholarship can only be dissolved by a five-sixths (5/6) majority of the Kassebaum Scholarship Board of Directors (e.g. 10 of 12). To attain a quorum for such a vote, at least two-thirds (2/3) of the maximum number of Board members must be present.
Distribution of Assets upon Dissolution. At such time as the Kassebaum Scholarship shall be dissolved, its assets shall be converted to cash and distributed directly to Mater Dei Catholic High School.